Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AOL TIME WARNER INC.
(Exact name of registrant as specified in charter)
Delaware 13-4099534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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75 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10019
(Address of principal executive offices)
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Amended and Restated Stock Option Plan for Directors, Officers,
Employees and Consultants of InfoInterActive Inc.
and
2000 Stock Option Plan of InfoInterActive Inc.
(Full Title of the Plan)
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PAUL T. CAPPUCCIO
Executive Vice President, General Counsel and Secretary
AOL Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
(212) 484-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered (1) share (2) price (2) registration fee
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Common Stock,
$.01 par value per share
38,050 $66.75 $2,539,837.50 $634.96
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(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may
be sold upon exercise of options which have been granted under the option
plans listed above (the "Plans"). The maximum number of shares which may be
sold upon exercise of options granted under the Plans are subject to
adjustment in accordance with certain anti-dilution and other provisions of
such Plans. Accordingly, pursuant to Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminate
number of shares which may be subject to grant or otherwise issuable after
the operation of any such anti-dilution and other provisions.
(2) Estimated solely for purposes of determining the registration fee pursuant
to the provisions of Rule 457(h) under the Securities Act based upon the
price at which the options may be exercised.
EXPLANATORY NOTE
AOL Time Warner Inc. (the "Registrant") hereby files this Registration Statement
on Form S-8 relating to its Common Stock, par value $.01 per share, which may be
sold upon the exercise of options ("Options") granted under the Amended and
Restated Sock Option Plan for Directors, Officers, Employees and Consultants of
InfoInterActive Inc. and the 2000 Stock Option Plan of InfoInterActive Inc.
(collectively, the "Plans"), which Plans were assumed by the Registrant prior to
the date hereof.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1). Such documents are not being
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by the Registrant, AOL Time Warner Inc. (File No. 1-15062)
pursuant to the Securities Exchange Act of 1934 or as otherwise indicated,
are hereby incorporated by reference in this Registration Statement and
shall be deemed to be a part hereof:
(a) The Registrant's Report on Form 10-K for the transition period
ended December 31, 2000 (filing date March 27, 2001), as amended
by Form 10-K/A (filing date June 28, 2001) (as amended, the "2000
Form 10-K");
(b) The Registrant's Quarterly Report on Form 10-Q, as amended by
Form 10-Q/A, for the quarter ended March 31, 2001 (filing dates
May 15, 2001 and May 16, 2001, respectively);
(c) The Registrant's Current Reports on Form 8-K dated:
o January 11, 2001 (filing date January 12, 2001)
o January 18, 2001 (filing date January 26, 2001)
o April 18, 2001 (filing date April 19, 2001)
(d) The Registrant's Current Reports on Form 8-K/A dated:
o January 11, 2001 (filing date January 26, 2001)
o January 11, 2001 (filing date February 9, 2001)
o January 11, 2001 (filing date March 30, 2001)
All documents subsequently filed by the Registrant or pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated herein by reference and shall be deemed
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein and to be a part hereof shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable
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Item 6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall
have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation,
because the person is or was a director or officer of the corporation. Such
indemnity may be against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding, if the
person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and if,
with respect to any criminal action or proceeding, the person did not have
reasonable cause to believe the person's conduct was unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor because the person is or was a director or
officer of the corporation, against any expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to be indemnified for such expenses which the Court of Chancery or
such other court shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director or officer of the
corporation against any liability asserted against the person in any such
capacity, or arising out of the person's status as such, whether or not the
corporation would have the power to indemnify the person against such
liability under the provisions of the law.
Article VI of the Registrant's By-laws requires indemnification to the
fullest extent permitted under Delaware law of any person who is or was a
director or officer of the Registrant who is or was involved or threatened
to be made so involved in any proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is
or was serving as a director, officer, employee or agent of the Registrant
or was serving at the request of the Registrant as a director, officer,
employee or agent of any other enterprise.
The foregoing statements are subject to the detailed provisions of
Section 145 of the Delaware Corporation Law and Article VI of the By-laws
of the Registrant.
The Registrant's Directors' and Officers' Liability and Reimbursement
Insurance Policy is designed to reimburse the Registrant for any payments
made by it pursuant to the foregoing indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement.
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue. II-4
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Restated Certificate of Incorporation of the Registrant as filed *
with the Secretary of State of the State of Delaware on January 11, 2001
(which is incorporated herein by reference to Exhibit 3.1 to the
Registrant's Current Report on Form 8-K dated January 11, 2001
(the "January 2001 Form 8-K")).
4.2 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications,Limitations or Restrictions Thereof, of Series
LMC Common Stock of the Registrant as filed with the Secretary
of State of the State of Delaware on January 11, 2001
(which is incorporated herein by reference to Exhibit 3.2
to the Registrant's January 2001 Form 8-K).
4.3 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights,
and Qualifications, Limitations, or Restrictions Thereof, of Series
LMCN-V Common Stock of the Registrant as filed with the Secretary of
State of the State of Delaware on January 11, 2001 (which is incorporated
herein by reference to Exhibit 3.3 to the Registrant's January 2001
Form 8-K).
4.4 By-laws of the Registrant as of January 18, 2001 *
(which is incorporated herein by reference to Exhibit 3(ii)
of the Registrant's Report on Form 10-K for the transition
period ended December 31, 2000).
5 Opinion of Brenda C. Karickhoff, Vice President of the Registrant.
23.1 Consents of Ernst & Young LLP.
23.2 Consent of Brenda C. Karickhoff, Vice President of the Registrant *
(included in Opinion filed as Exhibit 5).
24 Powers of Attorney.
* incorporated by reference
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on July 23, 2001.
AOL TIME WARNER INC.
By: /s/ J. Michael Kelly
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Name: J. Michael Kelly
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on July 23, 2001 in the
capacities indicated.
Signature Title
(i) Principal Executive Officer Director and
Chief Executive Officer
*
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Gerald M. Levin
(ii) Principal Financial Officer Executive Vice President and
Chief Financial Officer
/s/ J. Michael Kelly
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J. Michael Kelly
(iii) Principal Accounting Officer Vice President and Controller
/s/ James W. Barge
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James W. Barge
(iv) Directors:
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Daniel F. Akerson
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James L. Barksdale
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Stephen F. Bollenbach
*
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Stephen M. Case
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(iv) Directors - continued:
*
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Frank J. Caufield
*
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Miles R. Gilburne
*
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Carla A. Hills
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Reuben Mark
*
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Michael A. Miles
*
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Kenneth J. Novack
*
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Richard D. Parsons
*
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Robert W. Pittman
*
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Franklin D. Raines
*
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R.E. Turner
*
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Francis T. Vincent Jr.
By: /s/ J. Michael Kelly
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Name: J. Michael Kelly
Attorney-In-Fact
* Pursuant to Powers of Attorney dated
as of July 18, 2001.
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